SUBLEASE AGREEMENT
Exhibit
10.3
THIS
SUBLEASE AGREEMENT is entered into on June 15, by and between Bio-Matrix
Scientific Group, Inc. ("SUBLESSOR”), with an address of 0000 Xxx Xxx
Xxxxx Xx. #000, Xxx Xxxxx, XX 00000 and Entest BioMedical, Inc. Inc.,
("SUBLESSEE"), currently located at 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xx
Xxxx, XX 00000 (the “Parties”).
FOR
VALUABLE CONSIDERATION, the Parties agree to the following terms and
conditions.
1.
Premises. Sublessor hereby subleases to Sublessee and Sublessee
hereby subleases from Sublessor for the term specified below, and upon all of
the conditions set forth herein, that certain real property, including all
improvements thereon, commonly known by the street address of 0000 Xxxxxx
Xxxxxx, Xxxxx 000, Xx Xxxx, XX 9194 (the “Premises”).
2.
Term. The term of this Sublease shall be for 36 months
commencing on June 30, 2009 and ending on June 30, 2012, unless sooner
terminated pursuant to any provision hereof. Sublessor agrees to use its
best commercially reasonable efforts to deliver possession of the Premises by
the commencement date. If, despite said efforts, Sublessor is unable to
deliver possession as agreed, the rights and obligations of Sublessor and
Sublessee shall be as set forth in the Master Lease.
3.
Base Rent. Sublessee shall pay to Sublessor as Base Rent for the
Premises equal monthly payments of $ 4,100 on the 5th of each
month of the term hereof. Base Rent which is less than one month for any period
during the term hereof shall be calculated at a pro rata portion of the monthly
installment.
4. Rent
Defined. All monetary obligations of Sublessee to Sublessor under the
terms of this Sublease are deemed to be rent (“Rent”). Rent shall be
payable in lawful money of the United States to Sublessor at the address stated
herein or to such other persons or at such other places as Sublessor may
designate in writing.
5. Use.
(a)
Agreed Use. The Premises shall be used and occupied only for the operation
of a cellular storage/ regenerative medical enterprise and for no other
purpose.
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(b)
Compliance. Sublessor warrants that the improvements on the Premises
comply with all applicable covenants or restrictions of record and applicable
building codes, regulations and ordinances in effect on the commencement date.
Said warranty does not apply to the use to which Sublessee will put the
Premises or to any alterations or utility installations made or to be made by
Sublessee. NOTE: Sublessee is responsible for determining whether or
not the zoning is appropriate for its intended use, and acknowledges that past
uses of the Premises may no longer be allowed. If the Premises do not
comply with said warranty, or in the event that the applicable requirements are
hereafter changed, the rights and obligations of Sublessor and Sublessee shall
be as provided in the Master Lease (as modified in Paragraph 7 of this
Sublease).
(c)
Acceptance of Premises and Lessee. Sublessee acknowledges that (i) it has
been advised to satisfy itself with respect to the condition of the Premises
(including but not limited to the electrical, HVAC and fire sprinkler systems,
security, environmental aspects, and compliance with all applicable
requirements) and their suitability for Sublessee’s intended use; (ii) Sublessee
has made such investigation as it deems necessary with reference to such matters
and assumes all responsibility therefore as the same relate to its occupancy of
the Premises; and (iii) neither Sublessor, Sublessor’s agents, nor any broker
has made any oral or written representations or warranties with respect to said
matters other than as set forth in this Sublease. In addition, Sublessor
acknowledges that it is Sublessor’s sole responsibility to investigate the
financial capability and/or suitability of all proposed tenants.
6.
Master Lease.
(a)
Sublessor is the lessee of the Premises by virtue of a lease, (the “Master
Lease”), wherein CIF La Mesa LP is the lessor, (“Master Lessor”).
(b)
This Sublease is and shall at all times be subject and subordinate to the Master
Lease.
(c)
The terms, conditions and respective obligations of Sublessor and Sublessee to
each other under this Sublease shall be the terms and conditions of the Master
Lease except for those provisions of the Master Lease which are directly
contradicted by this Sublease in which event the terms of this Sublease shall
control over the Master Lease. Therefore, for the purposes of this
Sublease, wherever in the Master Lease the word “Lessor” is used it shall be
deemed to mean the Sublessor herein and wherever in the Master Lease the word
“Lessee” is used it shall be deemed to mean the Sublessee herein.
(d)
During the term of this Sublease and for all periods subsequent for obligations
which have arisen prior to the termination of this Sublease, Sublessee does
hereby expressly assume and agree to perform and comply with, for the benefit of
Sublessor and Master Lessor, each and every obligation of Sublessor under the
Master Lease (the “Sublessee’s Assumed Obligations”). The obligations that
Sublessee has not assumed under this Paragraph 6 are hereinafter referred to as
the “Sublessor’s Remaining Obligations”.
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(e)
Sublessee shall hold Sublessor free and harmless from all liability, judgments,
costs, damages, claims or demands, including reasonable attorneys’ fees, arising
out of Sublessee’s failure to comply with or perform Sublessee’s Assumed
Obligations.
(f)
Sublessor agrees to maintain the Master Lease during the entire term of this
Sublease, subject however, to any earlier termination of the Master Lease
without the fault of the Sublessor, and to comply with or perform Sublessor’s
Remaining Obligations and to hold Sublessee free and harmless from all
liability, judgments, costs, damages, claims or demands arising out of
Sublessor’s failure to comply with or perform Sublessor’s Remaining
Obligations.
(g)
Sublessor represents to Sublessee that the Master Lease is in full force and
effect and that no default exists on the part of any party to the Master
Lease.
7.
Consent of Master Lessor.
(a)
In the event that the Master Lease requires that Sublessor obtain the consent of
Master Lessor to any subletting by Sublessor, then this Sublease shall not be
effective unless, within ten (10) days of the date hereof, Master Lessor signs
this Sublease thereby giving its consent to this subletting.
8.
Attorney’s Fees. If any party or the Broker named herein
brings an action to enforce the terms hereof or to declare rights hereunder, the
prevailing party in any such action, on trial and appeal, shall be entitled to
his reasonable attorney’s fees to be paid by the losing party as fixed by the
Court.
9.
Governing Law. This Sublease shall be governed by the laws of the State of
California. Any disputes hereunder will be heard in the appropriate state
and federal courts located in the County of San Diego, CA.
Sublessor:
Bio-Matrix Scientific
Group, Inc Sublessee: Entest
BioMedical,
Inc.
By:
/s/Xxxxx X.
Xxxx By:
/s/Xxxxx X.
Xxxx
Printed
Name: Xxxxx X.
Xxxx Printed
Name: Xxxxx X. Xxxx
Title:
CEO
Title: CEO
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